Form No. OGC-S-2005-06
Contract for Professional Services on Project Order Basis
This Agreement, effective ______________________, by and between the University of Houston System on
behalf of the University of Houston Office of Public Affairs and its Marketing Department (hereinafter,
“University”), an agency of the State of Texas pursuant to Chapter 111, Texas Education Code, and
___________________________________________________________________________, (hereafter, “Contractor”).
WITNESSETH:
Whereas, University has sought the services of Contractor for the purposes of defined professional
services on a project order basis (hereinafter called individually or collectively as, “Project”);
Whereas, Contractor agrees to perform the professional services as agreed herein.
Now, therefore, University and Contractor, for the consideration hereinafter named, agree as follows:
1.
SCOPE OF WORK AND TERM: Subject to and only on a project order basis (Exhibit “A”),
Contractor agrees to perform professional services defined as, but not limited to Marketing,
Communication and/or Creative Services for various University System components and their
departments as needs arise. The initial term of this agreement shall be three (3) years from the
date referenced above, to be renewed for an additional one (1) year term should the parties
desire by written amendment.
2.
COMPENSATION: Contractor’s compensation will be a charge for services as agreed and
defined by individual written project orders as defined by Exhibit A.
3.
DELAY: Should Contractor be delayed in the prosecution or completion of Project by other
contractors employed by University, or by any damage caused by fire, weather conditions or
casualty or other unforeseen delays for which Contractor is not responsible, or by general
strikes or lockouts caused by reason of any or all of the causes aforesaid, an extended period
shall be determined and fixed at the sole discretion of University; but no such allowance shall
be made unless a claim therefore is presented in writing to University within ten (10) days of
the occurrence of such delay. Contract time may be extended only through written amendment
or the applicable Project Order, as appropriate.
4.
OWNERSHIP OF DOCUMENTS: All documents, including original drawings, estimates,
specifications, field notes and data are and shall remain property of University. Contractor will
be furnished reproducible copies of such drawings and other documents needed for
implementation of the required work. University and Contractor agree that these drawings and
documents will be used solely in connection with the assignment covered by this Agreement
and for no other purpose without prior negotiation.
5.
INDEMNITY: To the fullest extent permitted by law, Contractor shall indemnify and hold
harmless the University of Houston System, Board of Regents, the University of Houston, the
University of Houston System, the University of Houston-Clear Lake, the University of
Houston-Downtown, and the University of Houston-Victoria, their agents, employees, officers,
administrators, component institutions, successors and assigns from and against all claims,
injuries, damages, losses, costs, expenses and liability, including but not limited to reasonable
attorneys’ fees, whether arising before, during or after completion of Contractor’s work, caused
by or arising out of or resulting from performance of work, of whatever nature, provided that
any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease,
or death, or to injury to or destruction of tangible property (other than the work itself) including
the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or
omission by Contractor, and subcontractor, or anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable, but only to that extent, proportion or
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Form No. OGC-S-2005-06
degree that the claims, damages, losses and expenses are attributable to the act or omission of
Contractor or its subcontractors.
6.
INSURANCE: Should University so require by subsequent job orders, prior to commencing
performance, Contractor shall secure, and maintain in force until final acceptance of Project,
the following kinds of insurance in the following amounts:
TYPE OF COVERAGE
LIMITS OF LIABILITY
Worker’s Compensation
Statutory Limit - State of Texas
Employer’s Liability
Bodily Injury By Accident
$500,000 Ea. Accident
Bodily Injury By Disease
$500,000 Ea. Employee
Bodily Injury By Disease
$500,000 Policy Limit
Commercial General Liability
$1,000,000
Ea. Occurrence/$1,000,000 Aggregate
Includes: Comprehensive Form
Premises / Operations
Underground Explosion & Collapse Hazard
Products / Completed Operations
Contractual Independent Contractors
Broad Form Property Damage
Personal Injury
Fire Damage
Any One Fire
$500,000
Medical Expense
Any One Person
$20,000
Owner’s Protective Liability
$1,000,000 Ea. Occurrence
Comprehensive Auto Liability
$1,000,000 Combined Single Limit
Professional Liability
$1,000,000 (if applicable)
University and the University of Houston System shall, with the exception of Workers
Compensation, Employers Liability and Professional Liability, be named as an additional
insured under each of the above policies, and Contractor and its insurer agree to provide a
complete waiver of subrogation against University. Certificates of Insurance evidencing the
proper coverage must be provided and accepted by University prior to the start of work and any
change in coverage must be reported 30 days prior to taking effect. The insurance carrier must
be an “A+” rated carrier. Contractor’s policy must also state that it is primary over any other
available insurance that it may carry.
Contractor agrees that all work on Project pursuant to this contract shall be at Contractor’s
exclusive risk until final and complete acceptance thereof by University, and in case of any loss
or damage thereto, in whole or in part, prior to such acceptance, however cause, such loss
and/or damage shall be borne by Contractor.
7.
RELATIONSHIP OF THE PARTIES: It is agreed and understood that Contractor is an
independent contractor and not an agent or employee of University. Nothing in this Contract
shall be construed to create a joint venture, partnership, association, or like relationship
between the parties.
8.
TERMINATION: University reserves and has the right and privilege of canceling, suspending,
or abandoning the execution of all or any service in connection with this Agreement or any
project orders at any time upon seven days (J) written notice to Contractor. Contractor may
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Form No. OGC-S-2005-06
terminate this Agreement upon seven days (J) written notice to University should University
substantially fail to perform their obligations under the terms of this Agreement. University’s
liability in case of early termination will be limited to paying for the work already performed
and the expenses already incurred as of the date of the termination, less any and all foreseen
or unforeseen damages sustained by University as a result of any default or consequence of
termination.
9.
SUCCESSORS AND ASSIGNS: University and Contractor each binds himself, and his partners,
successors, executors, administrators and assigns to the other party of this Agreement and to
the partners, successors, executors, administrators and assigns of such other party in respect
to all covenants of this Agreement. Contractor shall not assign, sublet or transfer his interest in
this Agreement without written consent of University. Nothing herein shall be construed as
giving any rights or benefits hereunder to anyone other than University and Contractor.
10.
INVALIDATION: If this Agreement is not executed by Contractor within 10 days, it shall
become invalid unless University extends the time in writing.
11.
COMPLIANCE: Contractor agrees to abide by and perform the work under this Contract in
compliance with all applicable City, State of Texas and Federal laws, rules, regulations and
policies. While on the premises of University, Contractor agrees to abide by the policies and
procedures of University relative to conduct on its premises.
12.
VENUE: It is mutually agreed by the parties that if litigation should arise concerning all or any
part of this contract, venue shall lie in Harris County, Texas.
13.
ALTERNATIVE DISPUTE RESOLUTION:
a.
The dispute resolution process provided for in Chapter 2260 of the Government Code
shall be used, as further described herein, by University and Contractor to attempt to
resolve any claim for breach of Contract made by Contractor:
(1)
A Contractor’s claims for breach of this Contract that the parties cannot resolve
in the ordinary course of business shall be submitted to the negotiation process
provided in Chapter 2260, subchapter B, of the Government Code. To initiate
the process, Contractor shall submit written notice, as required by subchapter
B, to [for the System, the Chancellor; for component institutions, the President]
or his/her designee. Said notice shall specifically state that the provisions of
Chapter 2260, subchapter B, are being invoked. A copy of the notice shall also
be given to all other representatives of University and Contractor other wise
entitled to notice under the parties’ Contract. Compliance by Contractor with
subchapter B is a condition precedent to the filing of a contested case
proceeding under Chapter 2260, subchapter C, of the Government Code.
(2)
The contested case process provided in Chapter 2260, subchapter C, of the
Government Code is Contractor’s sole and exclusive process for seeking a
remedy for any and all alleged breaches of Contract by University if the parties
are unable to resolve their disputes under subparagraph (A) of this paragraph.
(3)
Compliance with the contested case process provided in subchapter C is a
condition precedent to seeking consent to sue from the Legislature under
Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of
this Contract by University nor any other conduct of any representative of
University relating to the Contract shall be considered a waiver of sovereign
immunity to suit.
b.
The submission, processing and resolution of Contractor’s claim is governed by the
published rules adopted by the Attorney General of the State of Texas pursuant to
Chapter 2260, as currently effective, hereafter enacted or subsequently amended. These
rules are found at 1 T.A.C. Part 3 Chapter 68.
c.
Neither the occurrence of an event nor the pendency of a claim constitute grounds for
the suspension of performance by Contractor, in whole or in part.
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Form No. OGC-S-2005-06
14.
FINANCIAL OBLIGATIONS TO THE STATE OF TEXAS: Contractor acknowledges that,
pursuant to Government Code § 403.055, that if the Texas Comptroller of Public Accounts is
currently prohibited from issuing a warrant to Contractor, Contractor agrees that payments
under the attached Contract will be applied towards the debt or delinquent taxes owed to the
State of Texas until the debt or delinquent taxes are paid in full.
15.
ELIGIBILITY TO RECEIVE PAYMENT: In accordance with Section 231.006 of the Texas
Family Code and Sections 2155.004 and 2155.006 of the Texas Government Code, Contractor
certifies that it is not ineligible to receive this Agreement and payments under this Agreement
and acknowledges that University may terminate this Agreement and/or withhold payment if
this certification is or becomes inaccurate. Contractor acknowledges that, in accordance with
Section 403.055 of the Texas Government Code, as applicable, if the Texas Comptroller of
Public Accounts is currently prohibited from issuing a warrant to Contractor, Contractor
agrees that payments under this Agreement will be applied to the debt or delinquent taxes
owed to the State of Texas until the debt or delinquent taxes are paid in full.
16.
PROPRIETARY INFORMATION: Contractor shall maintain the confidentiality of all proprietary
information provided to it by University. Information in the public domain or otherwise
obtained independently by Contractor is not considered confidential. Any programs, data or
other materials furnished by University for use by Contractor concerning the services
performed under this Contract remain the sole property of University.
17.
NOTICE: All notices and communications regarding this Contract must be in writing and
directed to the following representatives:
18.
For University:
For Contractor:
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
TECHNOLOGY ACCESS CLAUSE:
Contractor expressly acknowledges that state funds may not be expended in connection with
the purchase of an automated information system unless that system meets certain statutory
requirements relating to the accessibility by persons with visual impairments. Accordingly,
Contractor represents and warrants to University of Houston President that the technology
provided to University for purchase is capable, either by virtue of features included within the
technology or because it is readily adaptable by use with other technology, of:
a.
providing equivalent access for effective use by both visual and non-visual means;
b.
presenting information, including prompts used for interactive communications, in
formats intended for both visual and non-visual use; and
c.
being integrated into networks for obtaining, retrieving, and disseminating information
used by individuals who are not blind or visually impaired.
For purposes of this paragraph, the phrase “equivalent access” means a substantially similar
ability to communicate with or make use of the technology, either directly by features
incorporated within the technology or by other reasonable means such as assistive devices or
services which would constitute reasonable accommodations under the federal Americans with
Disabilities Act or similar state or federal laws. Examples of methods by which equivalent
access may be provided include, but are not limited to, keyboard alternatives to mouse
commands and other means of navigating graphical displays, and customizable display
appearance.
19.
AUDIT: Execution of this Agreement constitutes Contractor’s acceptance of the authority of
University, the Texas State Auditor and/or their designated representative (collectively,
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Form No. OGC-S-2005-06
“Auditor”) to conduct audits or investigations in connection with this Agreement. Contractor
agrees to cooperate with the Auditor conducting such audits or investigations and to provide all
information and documents reasonably requested.
20.
MISCELLANEOUS:
a.
Nothing in this Agreement shall create a contractual relationship with or a cause of
action in favor of a third party against University. It is agreed by University and
Contractor that this Agreement is intended for the benefit of University and Contractor
only and not for the benefit of subcontractors, including suppliers or any of their
employees or agents, or any other person.
b.
This Agreement shall be governed by the laws of the State of Texas.
c.
This instrument contains the entire Agreement between University and Contractor and
can be modified only by written instrument signed by authorized representatives of
University and Contractor.
Executed in the year and day referenced first above mentioned.
UNIVERSITY OF HOUSTON
CONTRACTOR
________________________________________________
Signature
Date
Darcie Champagne
Director of University Marketing
________________________________________________
Signature
Date
Name:__________________________________________
Title:___________________________________________
Business: ______________________________________
Address:________________________________________
_________________________________________________
_________________________________________________
Note: Modification of this Form requires approval of OGC
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Contract for Professional Services on Project Order Basis
OGC-S-2005-06 Revised 05.26.11
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Form No. OGC-S-2005-06
U N I V E R S I T Y of H O U S T O N
Exhibit A to the
Contract for Professional Services on Project Order Basis
This Project Job Order is subject to all terms and conditions of the Contract for Professional Services.
Authorized Project Job Orders become a part of the Contract for Professional Services upon execution
by University.
Date: ________________________________________
Account #: _______________________________________
Contract #: __________________________________
Project Job Order #: ______________________________
To: _________________________________________________________________________________________________
You are hereby directed to perform the services as described below in accordance with your letter of
proposal dated ___________________ under the terms and conditions of the Contract for Professional
Services on Project Order Basis between University and Contractor dated _______________________; and
at the sole satisfaction and approval of University.
SCOPE OF WORK FOR PROJECT JOB ORDER:
COMPENSATION:
Contractor’s compensation shall be either:
__ on a hourly rate of $__________________ not to exceed the lump sum amount of $________________; or
__ on a not to exceed strict lump sum amount of $________________.
Reimbursable Expenses: Not to Exceed $________________, which will include but not be limited to
actual cost of printing and copying in connection with the Project Order.
The above costs will be processed for reimbursement upon receipt of approved original invoices or
other acceptable verification.
Contractor will invoice University __ monthly or __ upon completion of this Project Order for unpaid
compensation earned. Invoices shall reference Contract #_______________ and Project Order
#____________.
University agrees to promptly process for payment to Contractor each invoice, as approved by
University and in accordance with Texas Government Code Chapter 2251.
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Form No. OGC-S-2005-06
SCHEDULE: The work to be performed under this Project Order shall begin on __________________ and
be completed on or before __________________. Contractor agrees that the aforesaid completion date is a
material consideration in the award of this Project Order, and in default of completion by the aforesaid
date, Contractor shall pay to University liquidated damages in the amount of $________________ for
each day completion is not reached.
Project Job Order #__________________
Previous Total Project Job Order Amounts:
$____________________
Not to Exceed Value of this Project Job Order
$____________________
Contract for Professional Services Job Order Total:
$____________________
AUTHORIZED AND ACCEPTED:
UNIVERSITY OF HOUSTON
CONTRACTOR
________________________________________________
Signature
(originating department)
Date
Name:__________________________________________
Title:___________________________________________
________________________________________________
Signature
Date
Name:__________________________________________
Title:___________________________________________
________________________________________________
Signature
Date
Darcie Champagne
Director of University Marketing
________________________________________________
Signature
(if over $25K)
Date
Karen Clarke
Associate Vice Chancellor/Associate Vice President, University Relations
Note: Modification of this Form requires approval of OGC
Office of the General Counsel
Contract for Professional Services on Project Order Basis
OGC-S-2005-06 Revised 05.26.11
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